Miscellaneous

1.         RBI Circular on Options
We had carried two guest posts (here
and here)
on RBI’s notification
dated 9 January 2014 relating to options and convertible instruments.
This notification has generated a great deal of debate and its
precise scope and contours are still being carefully ascertained. For a flavour
of the further debate, the following resources are helpful:
– a discussion
on The Firm;
– two law firm memos (here
and here);
– some op-eds in the financial
press (here).
In case other useful resources/materials on this topic are
available, readers may please insert them in the Comments section.
2.         Material Adverse Change

The
concept of material adverse change (MAC) that is present as a condition in
several corporate contracts has acquired great importance in the aftermath of
the global financial crisis. Courts in several jurisdictions have had the
opportunity to decide on the scope and effect of such clauses. Although it is
generally quite onerous for parties to invoke a MAC clause to walk away from a
deal, a
recent
post
by PXV Law Partners discusses a Delaware Chancery Court ruling
that bucks the trend and allowed one of the parties to successfully invoke the
MAC clause. The post also has a helpful discussion on the impact of MAC clauses
in the Indian context, as that area is devoid of the much-needed judicial
attention in India.

About the author

Umakanth Varottil

Umakanth Varottil is an Associate Professor at the Faculty of Law, National University of Singapore. He specializes in corporate law and governance, mergers and acquisitions and cross-border investments. Prior to his foray into academia, Umakanth was a partner at a pre-eminent law firm in India.

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